AirJoule Technologies Corp. — Director's Dealing 2024

Jul 27, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Montana Technologies Corp. (AIRJ)
CIK: 0001855474
Period of Report: 2024-07-24

Reporting Person: Brombach Theodore J (10% Owner)
Reporting Person: Spence John Yogi (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-07-24	Class A Common Stock	J	162059	$0.00	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	6827969	Indirect
Class A Common Stock	26372	Direct
Class A Common Stock	49901	Direct

Footnotes

F1: Reflects a pro-rata distribution in-kind by XMS MT Holdings LLC to its members for no consideration.

F2: The reporting persons are the managing members of XMS MT Holdings LLC. As a result, each of the reporting persons may be deemed to share beneficial ownership over the securities held by XMS MT Holdings LLC, but disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein.

F3: XPDI Sponsor II LLC (the "Sponsor") is controlled by its managing members, Transition Equity Partners, LLC ("TEP") and XMS XPDI Sponsor II Holdings, LLC ("XMS XPDI Holdings"). Patrick C. Eilers is the managing member of TEP, and Theodore J. Brombach and John Yogi Spence are the managing members of XMS XPDI Holdings. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by each of the foregoing individuals and entities. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein.

F4: Reflects shares of Class A Common Stock received by Theodore J. Brombach in a pro-rata distribution in-kind exempt from reporting pursuant to Rule 16a-9.

F5: Reflects shares of Class A Common Stock received by John Yogi Spence in a pro-rata distribution in-kind exempt from reporting pursuant to Rule 16a-9.